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<br />'-' <br /> <br />....,I <br /> <br />7/6/0lLS <br /> <br />demand and prior to any adjudication of SUBRECIPIENT's rights, any and all funds not used, and <br />to comply with paragraph "XI. REVERSION OF ASSETS" of this Agreement. <br /> <br />XIII. LIMITATION OF FUNDS <br /> <br />The United States of America, through HUD, may in the future place programmatic or fiscal <br />limitations on the use of CDBG funds which limitations are not presently anticipated. Accordingly, <br />CITY reserves the right to revise this Agreement in order to take account of actions affecting HUD <br />program funding. In the event of funding reduction, CITY may, in its sole and absolute discretion, <br />reduce the budget of this Agreement as a whole or as to costs category, may limit the rate of <br />SUBRECIPIENT's authority to commit and spend funds, or may restrict SUBRECIPIENT's use of <br />both its uncommitted and its unspent funds. Where HUD has directed or requested CITY to <br />implement a reduction in funding, in whole or as to a cost category, with respect to funding for this <br />Agreement, CITY's City Manager or delegate is authorized to act for CITY in implementing and <br />effecting such a reduction and in revising, modifying, or amending the Agreement for such <br />purposes. Where CITY has reasonable grounds to question SUBRECIPIENT's fiscal <br />accountability, financial soundness, or compliance with this A greement, CITY may suspend the <br />operation of this Agreement for up to sixty (60) days upon five (5) days written notice to <br />SUBRECIPIENT of its intention to so act, pending an audit or other resolution of such questions. <br />In no event, however, shall any revisions made by CITY affect expenditures and legally binding <br />commitments made by SUBRECIPIENT before it received notice of such revision, provided that <br />such amounts have been committed in good faith and are otherwise allowable and that such <br />commitments are consistent with HUD cash withdrawal guidelines. <br /> <br />XIV. EXCLUSIVITY AND AMENDMENT OF AGREEMENT <br /> <br />This Agreement supersedes any and all other agreements, either oral or in writing, between <br />the parties hereto with respect to the use of CITY's CDBG funds by SUBRECIPIENT and contains <br />all the covenants and agreements between the parties with respect to such employment in any <br />manner whatsoever. Each party to this Agreement acknowledges that no representations, <br />inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone <br />acting on behalf of any party, which are not embodied herein, and that no other agreement or <br />amendment hereto shall be effective unless executed in writing and signed by both CITY and <br />SUBRECIPIENT. <br /> <br />XV. LAWS GOVERNING THIS AGREEMENT <br /> <br />This Agreement shall be governed by and construed in accordance with the laws ofthe State <br />of California, and all applicable federal laws and regulations. <br /> <br />XVI. VALIDITY <br /> <br />13 <br />